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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 2004 or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period
from ________ to _________.
Commission File No. 0-14311
FAMILY STEAK HOUSES OF FLORIDA, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida No. 59-2597349
State of Incorporation Employer Identification No.
2113 FLORIDA BOULEVARD
NEPTUNE BEACH, FLORIDA 32266
Address of Principal Executive Offices
Registrant's Telephone No. (904) 249-4197
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes___X___ No_____
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).
Yes_______ No__X__
Title of each class Number of shares outstanding
Common Stock 3,736,100
$.01 par value As of May 6, 2004
Family Steak Houses of Florida, Inc.
Condensed Consolidated Statements of Operations
(Unaudited) For The Quarter Ended
-----------------------
March 31, April 2,
2004 2003
-----------------------
Revenues:
Sales $10,259,300 $10,728,100
Vending revenue 49,000 51,100
----------- -----------
Total revenues 10,308,300 10,779,200
----------- -----------
Cost and expenses:
Food and beverage 3,851,300 4,099,300
Payroll and benefits 2,893,500 3,202,300
Depreciation and amortization 490,600 515,400
Other operating expenses 1,383,900 1,503,700
General and administrative expenses 675,000 676,000
Franchise fees 371,200 429,200
Asset valuation charge 594,200 ---
Loss on disposition of equipment 12,200 15,500
----------- -----------
Total costs and expenses 10,271,900 10,441,400
----------- -----------
Earnings from operations 36,400 337,800
Investment gain (loss) 23,900 (7,200)
Interest and other income 20,000 60,100
Interest expense (411,000) (446,100)
----------- -----------
Loss before income taxes (330,700) (55,400)
Provision for income taxes -- --
----------- -----------
Net loss ($330,700) ($55,400)
=========== ===========
Basic loss per share ($0.09) ($0.02)
=========== ===========
Diluted loss per share ($0.09) ($0.02)
=========== ===========
See accompanying notes to condensed consolidated financial statements.
2
Family Steak Houses of Florida, Inc.
Condensed Consolidated Balance Sheets
(Unaudited) March 31, December 31,
2004 2003
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $855,600 $2,287,800
Investments available for sale 2,600 32,600
Receivables 100,400 110,600
Inventories 246,600 300,400
Prepaid and other current assets 524,400 500,500
---------- -----------
Total current assets 1,729,600 3,231,900
Certificate of deposit 10,000 10,000
Property and equipment:
Land 7,310,000 7,310,000
Buildings and improvements 22,415,500 22,858,000
Equipment 11,548,900 11,509,200
Construction in progress 848,500 388,300
----------- -----------
42,122,900 42,065,500
Accumulated depreciation (17,813,000) (17,713,500)
----------- -----------
Net property and equipment 24,309,900 24,352,000
Property held for sale 2,288,800 2,288,800
Other assets, principally deferred charges,
net of accumulated amortization 889,600 924,000
----------- -----------
$29,227,900 $30,806,700
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $1,330,400 $1,121,900
Securities sold, not yet purchased 304,400 1,187,400
Accrued liabilities 1,445,600 1,801,700
Current portion of workers compensation benefit liability 668,000 646,000
Current portion of long-term debt 740,000 718,400
Current portion of obligation under capital lease 30,900 30,900
----------- -----------
Total current liabilities 4,519,300 5,506,300
Deferred rent 55,500 47,500
Deposit liability 34,600 31,300
Workers compensation benefit liability 410,600 469,800
Long-term debt 17,272,600 17,470,700
Deferred gain 1,222,600 1,240,300
Obligation under capital lease 2,273,700 2,279,800
----------- -----------
Total liabilities 25,788,900 27,045,700
Shareholders' equity:
Preferred stock of $.01 par; authorized
10,000,000 shares; none issued -- --
Common stock of $.01 par; authorized
8,000,000 shares;
outstanding 3,736,100 37,400 37,100
Additional paid-in capital 9,889,600 9,869,600
Accumulated deficit (6,489,800) (6,159,100)
Accumulated other comprehensive income 1,800 13,400
----------- -----------
Total shareholders' equity 3,439,000 3,761,000
----------- -----------
$29,227,900 $30,806,700
=========== ===========
See accompanying notes to condensed consolidated financial statements.
3
Family Steak Houses of Florida, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited) For the Quarters Ended
------------------------------
March 31, April 2,
2004 2003
------------ ------------
Operating activities:
Net loss ($330,700) ($55,400)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 490,600 515,400
Asset valuation charge 594,200
Net realized (gains) losses on investments (23,900) 7,200
Amortization of loan fees 12,400 12,000
Amortization of deferred gain (17,700) --
Loss on disposition of equipment 12,200 15,500
Decrease (increase) in:
Receivables 10,200 (8,700)
Inventories 53,800 (24,100)
Prepaids and other current assets (3,700) (59,300)
Other assets (5,600) (1,600)
Increase (decrease) in:
Accounts payable 208,500 185,200
Accrued liabilities (356,100) (67,700)
Deferred revenue -- (7,700)
Deferred rent 8,000 8,000
Deposit liability 3,300
Workers compensation benefit liability (37,200) 24,600
---------- -----------
Net cash provided by operating activities 618,300 533,400
---------- -----------
Investing activities:
Purchase of investments (1,082,400) (204,800)
Proceeds from sale of investments 184,600 59,000
Principal receipts on mortgages receivable -- 342,000
Proceeds from securities sold, not yet purchased 57,000 145,800
Capital expenditures (1,027,400) (215,700)
---------- ----------
Net cash (used in) provided by investing activities (1,868,200) 126,300
---------- ----------
Financing activities:
Payments on long-term debt (176,500) (238,400)
Payment on capital lease (6,100) (6,600)
Proceeds from issuance of common stock 300 --
---------- ----------
Net cash used in financing activities (182,300) (245,000)
---------- ----------
Net (decrease) increase in cash and cash equivalents (1,432,200) 414,700
Cash and cash equivalents - beginning of period 2,287,800 1,679,600
---------- ----------
Cash and cash equivalents - end of period $855,600 $2,094,300
========== ==========
Noncash investing and financing activities:
Net change in unrealized (loss) gain $(11,700) $3,200
========== ==========
Supplemental disclosures of cash flow information:
Cash paid during the quarter for interest $399,800 $563,100
========== ==========
See accompanying notes to condensed consolidated financial statements.
4
FAMILY STEAK HOUSES OF FLORIDA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting
principles generally accepted in the United States of America
and the interim financial information instructions to Form 10-Q,
and do not include all the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary
for a fair presentation of the results for the interim periods
have been included. Operating results for the quarter ended
March 31, 2004 are not necessarily indicative of the results
that may be expected for the fiscal year ending December 29,
2004. For further information, refer to the financial statements
and footnotes included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2003.
The condensed consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany profits, transactions and balances have
been eliminated.
Note 2. Loss Per Share
Basic loss per share for the quarters ended March 31, 2004 and
April 2, 2003 were computed based on the weighted average number
of common shares outstanding. Diluted loss per share for those
periods have been computed based on the weighted average number
of common shares outstanding, giving effect to all dilutive
potential common shares that were outstanding during the period.
Dilutive shares are represented by shares under option and stock
warrants. Due to the Company's net loss for the quarters ended
March 31, 2004 and April 2, 2003, all potentially dilutive
securities are antidilutive and have been excluded from the
computation of diluted loss per share for the period.
5
Note 3. Other Assets
Other assets consist principally of deferred charges, which
are amortized on a straight-line basis. Deferred charges
and related amortization periods are as follows: financing
costs - term of the related loan, and initial franchise
rights - 40 years.
The gross carrying amount of the deferred financing costs
was $931,800 and $924,000 as of March 31, 2004 and December
31, 2003, respectively. Accumulated amortization related
to deferred financing costs was $228,500 and $216,500 as of
March 31, 2004 and April 2, 2003, respectively.
Amortization expense was $12,000 for the quarters ended
March 31, 2004 and April 2, 2003. Amortization expense for
each of the next five years is expected to be $48,100.
The gross carrying amount of the initial franchise rights
was $354,700 as of March 31, 2004. Accumulated
amortization related to initial franchise rights was
$194,800 and $179,800 as of March 31, 2004 and December 31,
2003, respectively. Amortization expense was $30,000 and
$2,500 for the quarters ended March 31, 2004 and April 2,
2003, respectively. The Company will amortize the
remaining franchise rights asset over the remaining
fifteen-month conversion period allowed by the Amended
Franchise Agreement (see Note 4 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
2003).
Note 4. Reclassifications
Certain items in the prior interim financial statements
have been reclassified to conform to the 2004 presentation.
Note 5. Stock Based Compensation
The Company accounts for stock-based compensation utilizing the
intrinsic value method under Accounting Principles Board No. 25
(APB 25), "Accounting for Stock Issued to Employees". The
Company's long-term incentive plan provides for the grant of
stock options and restricted stock. The exercise price of each
option equals the market price of the Company's stock on the
date of grant. Options vest in one-quarter increments over a
four-year period starting on the date of grant. An option's
maximum term is 10 years. See Note 9 "Common Shareholders'
Equity" in the Company's Annual Report for the year ended
6
December 31, 2003 for additional information regarding the
Company's stock options.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure". Pursuant
to the disclosure requirements of SFAS 148, the following table
provides an expanded reconciliation for all periods presented:
Quarter Ended Quarter Ended
March 31, 2004 April 2, 2003
------------------ ------------------
Net loss, as reported $(330,700) $(55,400)
Deduct: Total stock-based
compensation expense
determined under fair value,
net of tax (3,500) (3,100)
------------ ------------
Pro forma net loss $(334,200) $(58,500)
============ ============
Loss per share - basic and diluted
As reported $ (0.09) $ (0.02)
Pro forma $ (0.09) $ (0.02)
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Quarter Ended March 31, 2004 versus April 2, 2003
The Company experienced a decrease of 4.4% in sales during
the thirteen weeks of 2004 compared to the first thirteen weeks
of 2003. Same-store sales (average weekly sales in restaurants
that have been operating for at least 18 months) in the first
quarter of 2004 increased 7.3% from the same period in 2003,
compared to a decrease of 11.1% from 2003 as compared to 2002.
The increase in same-store sales was due primarily to an
improving economy, and the closing of three under-performing
stores since the first quarter of 2003.
The costs and expenses of the Company's restaurants include
food and beverage, payroll, payroll taxes and employee benefits,
depreciation and amortization, repairs, maintenance, utilities,
supplies, advertising, insurance, property taxes, rents and
licenses. The Company's food, beverage, payroll, and employee
benefit costs as a percentage of sales are believed to be higher
than the industry average, due to the Company's philosophy of
providing customers with high value of food and service for
every dollar a customer spends. In total, food and beverage,
7
payroll and benefits, depreciation and amortization and other
operating expenses as a percentage of sales decreased to 84.0%
in the first quarter of 2004 from 86.9% in the same quarter of
2003.
Food and beverage costs as a percentage of sales decreased
to 37.5% in 2004 from 38.2% in 2003, due primarily to price
increases implemented by the Company. Payroll and benefit costs
as a percentage of sales decreased to 28.2% in 2004 from 29.9%
in 2003, due to reductions in workers' compensation expenses in
2004. Other operating expenses decreased from 14.0% in 2003 to
13.5% in 2004, due primarily to lower advertising costs.
Depreciation and amortization expenses were 4.8% in both
2004 and 2003. General and administrative expenses as a
percentage of sales increased to 6.6% in the first quarter of
2004 from 6.3% in the same quarter of 2003, due to increased
training expenses in 2004 associated with hiring managers and
employees in preparation for the Company's new Whistle Junction
concept.
Interest expense was $411,000 in the first quarter of 2004
compared to $446,100 in the same quarter of 2003, due to a
reduction in total debt since 2003.
The effective income tax rate for the first three months of
2004 and 2003 was 0.0%.
The Company invests a portion of its available cash in
marketable securities. The Company maintains an investment
account to effect these transactions. Investments are made
based on a combination of fundamental and technical analysis
primarily using a value-based investment approach. The holding
period for investments usually ranges from 60 days to 24 months.
Management occasionally purchases marketable securities using
margin debt. In determining whether to engage in transactions
on margin, management evaluates the risk of the proposed
transaction and the relative returns offered thereby. If the
market value of securities purchased on margin were to decline
below certain levels, the Company would be required to use
additional cash from its operating account to fund a margin call
in its investment account. Management reviews the status of the
investment account on a regular basis and analyzes such margin
positions and adjusts purchase and sale transactions as
necessary to ensure such margin calls are not likely. The
results for the first quarter of 2004 include realized gains
8
from the sale of marketable securities of $23,900, compared to
realized losses of $7,200 in 2003.
The Company recognized a non-cash asset valuation
charge of $594,200 in 2004 in accordance with SFAS No. 144,
"Accounting for the Impairment of or Disposal of Long-Lived
Assets." The charge was based on the assessment of one
under-performing restaurant as of March 31, 2004.
Net loss was $330,700 in the first quarter of 2004 ,
compared to net loss of $55,400 in the first quarter of 2003.
Loss per share for the quarter was 9 cents in 2004 compared to
loss per share of 2 cents in 2003.
The Company's operations are subject to seasonal
fluctuations. Revenues per restaurant generally increase from
January through April and decline September through December.
Operating results for the quarter ended March 31, 2004 are not
indicative of the results that may be expected for the fiscal
year ending December 29, 2004.
Liquidity and Capital Resources
Substantially all of the Company's revenues are derived
from cash sales. Inventories are purchased on credit and are
rapidly converted to cash. Therefore, the Company does not carry
significant receivables or inventories and, other than repayment
of debt, working capital requirements for continuing operations
are not significant.
At March 31, 2004, the Company had a working capital
deficit of $2,789,700 compared to $1,207,800 at December 31,
2003. Cash provided by operating activities increased to
$618,300 in the first quarter of 2004 from $533,400 in the first
quarter of 2003, primarily due to timing differences in the
payments of accrued liabilities.
The Company spent $1,027,400 in the first quarter of 2004
for property and equipment. Capital expenditures for 2004, based
on present costs and plans for capital improvements, are
estimated to be $3.8 million. This amount is based on budgeted
expenditures for leasehold improvements and equipment for one
new restaurant in 2004, remodeling of twelve restaurants to the
Company's new concepts and normal recurring equipment purchases
and minor building improvements ("Capital Maintenance Items")
9
(See Recent Developments below). The Company believes it has
sufficient funds for the construction of one new restaurant
expected to open in 2004 and five of the twelve remodels to the
new concepts. However, the Company's ability to fund
construction of the remodels of the remaining seven restaurants
will be dependent on its ability to raise additional capital.
Should the Company not be able to raise the necessary capital
for remodeling these seven restaurants, it would still be
required to change the name and signs of these restaurants, in
accordance with the amended Franchise Agreement, but capital
requirements for such changes would be minimal.
Management estimates the cost of opening any future new
restaurants to be approximately $2,900,000. To the extent the
Company decides to open new restaurants or remodel its existing
restaurants to its new concept in 2004 and beyond, management
plans to fund any new restaurant construction or remodels either
by GE Capital funding, sales leaseback financing, developer-
funded leases, refinancing existing restaurants, or attempting
to get additional financing from other lenders. The Company's
ability to open new restaurants is also dependent upon its
ability to identify suitable locations at acceptable prices, and
upon certain other factors beyond its control, such as obtaining
building permits from various government agencies. The
sufficiency of the Company's cash to fund operations and
necessary Capital Maintenance Items will depend primarily on
cash provided by operating activities.
In July 2002, the Company completed a sale leaseback
transaction to refinance one of its restaurants in Tampa,
Florida. The Company sold the property for $3.0 million and
paid off its existing mortgage of approximately $1.1 million on
the property. The leaseback of the building was accounted for as
a capital lease and the leaseback of the land is accounted for
as an operating lease, with the deferred gain on the sale being
recognized over the twenty-year life of the lease. The lease
agreement requires annual payments of $330,000, with increases
of 10% every five years. Management is using the proceeds of the
transaction to fund a portion of the construction of a new
restaurant in Orlando, Florida, which opened in May 2004.
The Company has entered into a series of loan agreements
with GE Capital. As of March 31, 2004, the outstanding balance
due under the Company's various loans with GE Capital was
$18,012,600. The weighted average interest rate for the GE
Capital loans is 7.37%.
10
As of May 14, 2004, the Company had contracts for sale of
two closed restaurants, both of which were expected to be sold
in the second quarter of 2004. A third restaurant sold in April
2004, resulting in net cash proceeds of $700,000. If the two
remaining restaurants are sold, net additional cash proceeds of
approximately $200,000 will be realized.
The preceding discussion of liquidity and capital resources
contains certain forward-looking statements. Forward-looking
statements involve a number of risks and uncertainties, and in
addition to the factors discussed herein, among the other
factors that could cause actual results to differ materially are
the following: failure of facts to conform to necessary
management estimates and assumptions; the willingness of GE
Capital or other lenders to extend financing commitments;
repairs or similar expenditures required for existing
restaurants due to weather or acts of God; the Company's ability
to identify and secure suitable locations on acceptable terms
and open new restaurants in a timely manner; the Company's
success in selling restaurants listed for sale; the economic
conditions in the new markets into which the Company expands;
changes in customer dining patterns; competitive pressure from
other national and regional restaurant chains and other food
vendors; business conditions, such as inflation or a recession,
and growth in the restaurant industry and general economy; and
other risks identified from time to time in the Company's SEC
reports, registration statements and public announcements.
Recent Developments
In December 2003, the Company entered into an amendment to
its franchise agreement with Ryan's Family Steak Houses, Inc.
(the "Franchisor") to terminate the franchise agreement between
the two companies by June 2005. This amendment requires the
Company to convert a specific number of its Ryan's restaurants
each quarter to a new name beginning the first quarter of 2004,
and requires all of the Company's restaurants to be renamed by
June 2005. As soon as each restaurant is converted, franchise
fees are no longer payable to the Franchisor.
The Company plans to convert most of its restaurants to a
new concept called "Whistle Junction". These conversions entail
a substantial remodel of the restaurant buildings designed to
look like an old train station on the exterior. The interior of
the restaurant will also feature the train theme, including an
operating model railroad running through the dining room. The
operation of the converted restaurants will continue to be a
11
buffet format with an upgraded menu and improved service levels.
The first Whistle Junction remodel opened in March 2004, and a
newly built Whistle Junction is scheduled to open in May 2004.
Certain of the Company's restaurants will be converted to
an alternate concept called the "Florida Buffet", based on
various factors including their location. As of February 2004,
three restaurants have been converted to the Florida Buffet. A
fourth restaurant will be converted to the Florida Buffet in May
2004. The Florida Buffet conversions include interior and
exterior changes to the building designed to incorporate a
"Florida look" theme, although the changes are not as extensive
as those for the Whistle Junction. Menu and service
enhancements are also included in the Florida Buffet locations,
designed to attract and maintain increased customer volumes.
Item 3. Qualitative and Quantitative Disclosure about
Market Risk
There has been no significant changes in the Company's
exposure to market risk during the first fiscal quarter of 2004.
For discussion of the Company's exposure to market risk, refer
to Item 7A, Quantitative and Qualitative Disclosures about
Market Risk, contained in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2003.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. As
required by Rule 13a-15 under the Securities Exchange Act of
1934 (the "Exchange Act"), as of the end of the period covered
by this report, the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's
disclosure controls and procedures. This evaluation was carried
out under the supervision and with the participation of the
Company's management, including the President and Chief
Operating Officer and the Director of Finance. Based upon that
evaluation, the Company's President and Chief Operating Officer
and the Director of Finance have concluded that the Company's
disclosure controls and procedures are effective in alerting
them to material information regarding the Company's financial
statement and disclosure obligation in order to allow the
Company to meet its reporting requirements under the Exchange
Act in a timely manner.
(b) Changes in internal control. There have been no
changes in internal controls over financial reporting that has
12
materially affected, or is reasonably likely to materially
affect internal controls over financial reporting subsequent to
the date of their evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material pending legal proceedings, other
than proceedings arising in the normal course of
business, to which the Company, or any of its
subsidiaries, is a party or to which any of their
properties known to be contemplated by any
governmental authority; nor are there material
proceedings known to the Company, pending or
contemplated, in which any director, officer,
affiliate or any principal security holder of the
Company or any associate of the foregoing is a party
or has an interest adverse to the Company.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as part of the
report on Form 10-Q.
No. Exhibit
3.01 Articles of Incorporation of Family Steak Houses of
Florida, Inc. (Exhibit 3.01 to the Company's
Registration Statement on Form S-1, Registration No. 33-
1887, is incorporated herein by reference.)
3.02 Bylaws of Family Steak Houses of Florida, Inc. (Exhibit
3.02 to the Company's Registration Statement on Form 2-
1, Registration No. 33-1887, is incorporated herein by
reference.)
13
3.03 Articles of Amendment to the Articles of Incorporation
of Family Steak Houses of Florida, Inc. (Exhibit 3.03 to
the Company's Registration Statement on Form S-1,
Registration No. 33-1887, is incorporated herein by
reference.)
3.04 Articles of Amendment to the Articles of Incorporation
of Family Steak Houses of Florida, Inc. (Exhibit 3.04 to
the Company's Registration Statement on Form S-1,
Registration No. 33-1887, is incorporated herein by
reference.)
3.05 Amended and Restated Bylaws of Family Steak Houses of
Florida, Inc. (Exhibit 4 to the Company's Form 8-A,
filed with the Commission on March 19, 1997, is
incorporated herein by reference.)
3.06 Articles of Amendment to the Articles of Incorporation
of Family Steak Houses of Florida, Inc. (Exhibit 3 to
the Company's Form 8-A filed with the Commission on
March 19, 1997, is incorporated herein by reference.)
3.07 Articles of Amendment to the Articles of Incorporation
of Family Steak Houses of Florida, Inc. (Exhibit 3.08 to
the Company's Annual Report on Form 10-K filed with the
Commission on March 31, 1998, is incorporated herein by
reference.)
3.08 Amendment to Bylaws of Family Steak Houses of Florida,
Inc. (Exhibit 3.08 to the Company's Annual Report on
Form 10-K filed with the Commission on March 15, 2000 is
incorporated herein by reference.)
3.09 Articles of Amendment to the Articles of Incorporation
of Family Steak Houses of Florida, Inc. (Exhibit 3.09
to the Company's Annual Report on Form 10-K filed with
the Commission on March 29, 2004 is incorporated herein
by reference.)
11 Statement about Computation of Per Share Earnings.
31.01 Chief Executive Officer Certification pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.02 Chief Financial Officer Certification pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
14
32.01 Chief Executive Officer Certification pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.02 Chief Financial Officer Certification pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
(b) There were no filings on Form 8-K for the Quarter ended
March 31, 2004.
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
FAMILY STEAK HOUSES OF FLORIDA, INC.
(Registrant)
/s/ Edward B. Alexander
Date: May 14, 2004 Edward B. Alexander
President/Chief Operating Officer
/s/ Stephen C. Travis
Date: May 14, 2004 Stephen C. Travis
Director of Finance
16
Exhibit 11
Statement Regarding Computation of Per Share Earnings
The table below details the number of shares and common stock
equivalents used in the computation of basic and diluted loss
per share:
Three Months Ended
March 31, 2004 April 2, 2003
Basic:
Weighted average common
shares outstanding used
in computing basic loss
per share 3,716,200 3,706,200
========= =========
Basic loss per share $ (.09) $ (.02)
========= =========
Diluted:
Weighted average common
shares outstanding 3,716,200 3,706,200
Effects of shares issuable
under stock plans using the
treasure method --- ---
--------- --------
Shares used in computing
diluted loss per share 3,716,200 3,706,200
========== =========
Diluted loss per share $ (.09) $ (.02)
========== =========
17
Exhibit 31.01
Certification
I, Edward Alexander, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Family Steak Houses of Florida, Inc.
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements
made, in light of the circumstances under which such
statements were made, not misleading with respect to the
period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly
report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
18
registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have
indicated in this quarterly report whether or not there
were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 14, 2004
/s/ Edward B. Alexander
Edward B. Alexander
President/Chief Operating Officer
19
Exhibit 31.02
Certification
I, Stephen C. Travis, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Family Steak Houses of Florida, Inc.
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements
made, in light of the circumstances under which such
statements were made, not misleading with respect to the
period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly
report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
20
registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have
indicated in this quarterly report whether or not there
were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 14, 2004
/s/ Stephen C. Travis
Stephen C. Travis
Director of Finance
21
Exhibit 32.01
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Family Steak Houses of Florida, Inc.'s
(the "Company") Quarterly Report on Form 10-Q for the period
ending March 31, 2004, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Edward B.
Alexander, Chief Operating Officer/President of the Company,
certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that,:
(1). The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended; and
(2). The information contained in the Report fairly
presents, in all material respects, the financial
condition and results of operations of the Company.
Date: May 14, 2004 /s/ Edward B. Alexander
Edward B. Alexander
President / Chief Operating Officer
22
Exhibit 32.02
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Family Steak Houses of Florida, Inc.'s
(the "Company") Quarterly Report on Form 10-Q for the period
ending March 31, 2004, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Stephen C.
Travis, Director of Finance for the Company, certify pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that,:
(1). The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended; and
(2). The information contained in the Report fairly
presents, in all material respects, the financial
condition and results of operations of the Company.
Date: May 14, 2004 By: /s/ Stephen C. Travis
Stephen C. Travis
Director of Finance
23